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江铃B:江铃汽车关联交易公告(英文版)

深圳证券交易所 05-30 00:00 查看全文

江铃B --%

Share’s code: 000550 Share’s Name: Jiangling Motors No.: 2025-025

200550 Jiangling B

Jiangling Motors Corporation Ltd.Public Announcement on Related Party Transactions

Jiangling Motors Corporation Ltd. and its Board members undertake that the

information disclosed herein is truthful accurate and complete and does not

contain any false statement misrepresentation or major omission.

1. Brief Introduction

The Board of Directors of Jiangling Motors Corporation Ltd. (hereinafter referred to

as "JMC" or the "Company") approved the related party transaction between Bosch

Electric Drive System (Nanchang) Co. Ltd. and the Company in form of paper meeting

during the period from May 21 2025 to May 28 2025.Nine Directors shall attend this Board meeting and nine Directors were present.Bosch Electric Drive System (Nanchang) Co. Ltd. will supply controllers and electric

drive axle products to JMC and the annual amount of the transaction expected to be

RMB 180 million. As Jiangling Motors Group Co. Ltd. (hereinafter referred to as the

“JMCG”) holds a 40% equity interest in Bosch Electric Drive System (Nanchang) Co.Ltd. and JMCG holds 50% equity interest in Nanchang Jiangling Investment Co. Ltd.a controlling shareholder of the Company the transaction constitutes a related party

transaction.When voting on the proposal Director Qiu Tiangao and Director Zhong Junhua

withdrew from the voting and all the other Directors agreed with this proposal.This related party transaction does not constitute a material asset reorganization

stipulated in Measures for the Administration of Material Asset Reorganization of

Listed Companies promulgated by CSRC.

2. Brief Summary of the Related Party

Company Name: Bosch Electric Drive System (Nanchang) Co. Ltd.Registered Address: No. 256 Fushan Road Xiaolan Economic and Technological

Development Zone Nanchang County Nanchang City Jiangxi

Province P.R.C.Enterprise Type: Limited liability company (foreign-invested non-wholly owned)

Registered capital: RMB 500 million

Registered Date: January 19 2025

Legal representative: ZEHE Marco

Business Scope: Auto parts and accessories manufacturing motor manufacturing

1motor and its control system research and development

electromechanical coupling system research and development

technical services technology development technical consultation

technical exchange technology transfer technology promotion auto

parts wholesale auto parts retail machinery parts parts sales import

and export of technology import and export of goods.Ownership structure:

ROBERT BOSCH INTERNATIONALE BETEILIGUNGEN AG holds 50% equity

JMCG holds 40% equity and Bosch (China) Investment Ltd. holds 10% equity.Relationship Description:

As JMCG holds a 40% equity interest in Bosch Electric Drive System (Nanchang) Co.Ltd. and JMCG holds 50% equity interest in Nanchang Jiangling Investment Co. Ltd.a controlling shareholder of the Company according to the Rules Governing the Listing

of Stocks on Shenzhen Stock Exchange and other relevant regulations Bosch Electric

Drive System (Nanchang) Co. Ltd. is a related legal person of the Company.After inquiry Bosch Electric Drive System (Nanchang) Co. Ltd. is not person subject

to enforcement for dishonesty.

3. Main Contents of Related Party Transaction Agreement

i. During the term hereof Bosch Electric Drive System (Nanchang) Co. Ltd. will

supply auto parts or materials required for production in accordance with provisions

hereof and requirements of JMC.ii. During the term of this agreement Bosch Electric Drive System (Nanchang) Co.Ltd. shall supply the products to JMC in accordance with this agreement the price

agreement signed by both parties and other conditions. Bosch Electric Drive System

(Nanchang) Co. Ltd. shall actively cooperate with JMC to optimize the material cost

reduction.iii. The parties may choose to pay in any of the following ways:

a. JMC will pay thirty days after the invoice is issued by Bosch Electric Drive System

(Nanchang) Co. Ltd. If such payment method is chosen Bosch Electric Drive System

(Nanchang) Co. Ltd. will give JMC a discount.b. JMC will pay sixty days after the invoice is issued by Bosch Electric Drive System

(Nanchang) Co. Ltd.

4. Pricing Policy of the Related Party Transaction

If the Company purchases products from related parties and the market price of the

same products is available the market price shall be implemented; If the corresponding

market data of special parts and services cannot or is difficult to obtain the price shall

2be determined through the process of supplier quotes costing assessment and

negotiation between both parties.

5. Purpose and Impact of the Related Party Transaction on JMC

The above-mentioned related party transactions are regular and recurring transactions

between JMC and the related parties. The transactions are essential for ensuring the

normal production and sales of the Company’s products as they are necessary for the

Company’s continuous operations. The goods purchased from the related parties are

mostly unique components required by the Company’s products. When conducting

transactions with related parties the Company adheres to the principles of fairness

transparency and impartiality. The transaction prices are fair and all the transactions

comply with the requirements of relevant laws and regulations ensuring that no harm

is done to the interests of the Company and its small and medium shareholders.

6. As of April 30 2025 the Company has not had any transaction with Bosch Electric

Drive System (Nanchang) Co. Ltd.

7. Opinions of the Special Meeting of Independent Directors

Before the proposal on related party transaction between Bosch Electric Drive System

(Nanchang) Co. Ltd. and the Company is submitted to the Board of Directors for

consideration it has been reviewed at the 2025 First Special Meeting of Independent

Directors of the Eleventh Board of Directors of the Company and approved by all the

Independent Directors. The Independent Directors of the Company issued the following

review opinions:

The related party transactions between Bosch Electric Drive System (Nanchang) Co.Ltd. and the Company are based on the Company’s normal business operations and

meet the actual operational needs of the Company. The related party transactions adhere

to the principles of objectivity fairness and impartiality do not harm the legitimate

interests of the Company and its shareholders especially those of small and medium

shareholders and comply with the relevant regulations of China Securities Regulatory

Commission and Shenzhen Stock Exchange.Therefore all the Independent Directors agree to the proposal and agree to submit the

proposal to the Board of Directors of the Company for consideration while the related

Directors shall withdraw from voting in accordance with the regulations.

38. Documents for Reference

1. Resolution of the Board of Directors of Jiangling Motors Corporation Ltd.;

2. Review Opinion of the 2025 First Special Meeting of Independent Directors of the

Eleventh Board of Directors of the Company

Board of Directors

Jiangling Motors Corporation Ltd.May 30 2025

4

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